C.A.T.: Initiation Ch. 03

"Changing into your feline form is just like turning human," she advised me. "Just visualize yourself changing, and your body will respond."

I breathed out slowly. Just visualize becoming a— I jumped a little when the change washed over me right away. Fur sprouted from my body, my tail extended from my spine, and my vision blurred for a few seconds as my face rearranged itself. I felt the tickle around my neck as my mane grew back, long and proud, and I couldn't resist flexing my muscles as they grew bigger, making my shirt and shorts tighter. Nina seemed to shrink just a little big as I gained height, followed by my— rrrrrrrip!

I froze. What was that? Slowly, I looked down to see holes in both my shorts and my shirt, growing even bigger as my muscles swelled. A few seconds later, when the transformation was complete, everything I'd been wearing had been reduced to rags.

"Aw, shit," I whined. "I thought you said these were big enough!"

"Oops." I looked up to see a coy smile on Nina's face. She sauntered over and picked at a strand of fabric hanging from my chest. "I guess I was wrong."

I sighed. "You knew this was going to happen, didn't you?"

Mock surprise lit up Nina's face, and she shook her head. "What? I'm offended you would so much as think such a thing!"

I looked at her, and saw her pupils widen again. My stomach did a somersault. I was starting to realize what that meant...

"So," I said hesitantly, "what now? Do you expect me to keep going wearing these rags?"

"Of course not," she scoffed, taking a step back to look at me. "Tattered clothes like that will just slow you down."

"Do you have something else for me to wear?"

She grinned and shook her head. "Nope, sorry. You're just going to have to take them off."

"I- what?" I sputtered. So that was her plan. Why was I so surprised? "You're going to make me fight you naked?"

"You're going to be a C.A.T. agent, Michael. You have to be prepared for anything that might happen." She clapped her hands. "Come on, then, chop chop!"

I sighed, but did as she said. I didn't bother pulling my shirt over my head, a quick tug at the neck tore it free and I threw it at the trash can. I missed, but I was a bit past caring at that point. My pants came next, and since she had neglected to give me any underwear, that left me naked in front of Nina for the third time. Why was she doing this? Was it just to humiliate me? To frustrate me? If the other times were any indication, she was going to do something to get me worked up, and then stop and scold me for not being "professional." What was the point? Was this part of my training? Somehow, I couldn't imagine the other recruits going through this as well. Sighing again, I turned back to face her.

"Okay, ready."

Nina put her finger to her chin in thought. "Yes, you are," she said a few seconds later. "But this doesn't seem fair. I'll tell you what. If you're going to fight naked..."

She stopped talking, and pulled open her shiftsuit. The elastic around the neck easily stretched wide enough for her whole body to fit through. Then, with me standing right there watching, she peeled the suit off. My heart jumped into my throat.

She wasn't wearing anything underneath it.

"Then so will I," she finished, kicking it into the corner and facing me. She smiled at me. "Ooh, they've got the air conditioner running. Doesn't it feel good to have the cold air running across your bare skin?"

I couldn't have answered if I'd wanted to. Holy... fucking... shit. The most beautiful woman I'd ever laid eyes on was standing buck naked in front of me, and I was naked too. Her dark olive skin glistened with sweat, and as I watched I could see her nipples harden in the cool breeze of the air conditioner. They were perfect. Every part of her was perfect. Lean and evenly muscled, yet still soft and smooth and entirely feminine. I drank the image in with my eyes in breathless wonder, slowly moving down her body until they came to rest at the neatly trimmed triangle of hair just above her pussy.

"Oh, god," I muttered under my breath. Within seconds, my cock was rock hard and pointing up at the ceiling. I couldn't look away. I was completely entranced.

"Michaeeeel," she cooed, raising a hand and tweaking one of her nipples, "you're not being professional right now."

For once, I don't think she cared. Slowly, her other hand went down between her legs, and one of her fingers disappeared. I had to clamp my mouth shut to keep from gasping from arousal. The finger reappeared, and Nina brought it up to her face, snaking her tongue out to lick it clean while never once breaking eye contact.

I just about exploded right then and there.

"Well then," she said brusquely. "I'd better get ready too, shouldn't I?"

Her fur started to grow again. It covered her skin, but it didn't matter because she was still naked and her body was still on display for me to see. The patch of dark hair on her crotch disappeared to match the rest of her white tiger fur, but like always the raven hair atop her head stayed the same shade. Her tail lashed out from behind her, and she brought it around to tickly her sensitive clit. While she did that, she fondled both of her breasts, and I watched as they swelled even bigger in her hands, the nipples still protruding from the fur. Then, finally, her face extended into a feline snout, more bestial but no less beautiful than that of the human she had just replaced.

"Mmm," she purred once the change was complete. She let go of her breasts, letting them bounce on her chest. The nipples danced in a hypnotic pattern. "You know, Michael, for some people the transformation turns out to be really pleasurable. Nobody knows why, but it never wears off. Changing from one form to the other feels erotic. It arouses us."

Nina gave me a sly look and slowly crossed the mat to where I was standing, stopping so close that her nipples almost brushed my chest, and my I could have rubbed my dick against her belly if I'd leaned forward just an inch. I sucked in a breath. Was it okay to touch her? Good god, I wanted to touch her. I could feel heat radiating off of her from this close, and that scent was stronger than ever now. I can't describe how badly I wanted to reach out and run my hand through her fur, across her body. I wanted to feel those beautiful breasts and make her moan with pleasure. I held back, though, because I knew how this was going to end. As soon as I made a move, she was going to turn cold and yell at me for it. God dammit, I couldn't figure this woman out, and it was driving me insane!

Luckily, she didn't leave me waiting for long. With another purr, she raised her arms and embraced me, pulling me in so that our bodies were pressed together. I immediately returned the hug, holding her tight and running my claws down her spine, making her shiver. Her fur was silky smooth, so soft that I could feel it even through my own.

"Let's get started," she told me in a throaty whisper. "I'm going to teach you a very effective move. Now kiss me, Michael."

She didn't have to tell me twice. Cupping her cheek in my hand, I leaned my head down and pressed my lips against hers. I thought the kiss would be awkward, since neither of our faces were human anymore, but I needn't have worried. Our mouths connected like they were meant to be together, and Nina wasted no time in probing my mouth with her tongue again. She was already trembling, and her body was hot to the touch. One of her hands reached up to caress my mane, running her fingers through it. The other grabbed my ass the same way I had to her earlier, and squeezed. The sudden sensation made me jump, and Nina giggled into my mouth. I could feel her smile, but we still didn't separate. Was this a bad idea? Probably. No, definitely. Nina had said it herself, she was my teacher. I'm pretty sure this violated at least thirty different rules.

I didn't care.

Feeling emboldened by her explorations of my body, I began running my hands further around Nina's body. I traced circles in the fur on her ass with my claw, making her murr in appreciation. Then, planting my hand firmly on her ass, I pulled her just a little bit closer and began moving my hips, rubbing my cock on the soft fur of her belly. Nina reciprocated by bobbing up and down a little, not enough that we had to stop kissing but enough to create some friction as her nipples slid up and down my chest. God damn, I was getting turned on. A small bead of precum leaked from the head of my dick, and it quickly got rubbed into her fur. My breathing started to get heavier. I was getting overstimulated. I'd been shocked, scared, embarrassed, and teased all day, and I desperately needed release. I couldn't just let go, though. Not without bringing Nina with me.

On a whim, I traced my finger up Nina's buttock to the base of her tail. She quivered a little when I did that, which I took to be a good sign. Opening my hand, I wrapped my fist around her tail, and—

"Ooooooh!" she moaned right into my mouth, her grip on my ass tightening almost painfully. She pulled her face away from mine, gasping for breath.

I couldn't help but smile. "Did I just find your sensitive spot?" I stroked her tail with my thumb, making her whimper.

"Pull on it!" she begged me, rolling her head in pleasure "Pull on it hard!"

I obliged, tightening my fist and giving it a hearty tug.

"Aaaaaw yeah, just like that!" she moaned. "Do it again!"

I did as she asked, making her cry out again. I glanced worriedly at the door to the gym, worried that somebody might hear us, but those worries were immediately chased away when she pulled us even closer, trapping my cock firmly between our bodies, and began running her breasts up and down my chest again.

"Don't stop," she breathed, sliding a hand in between us to finger herself. "Come onnnn!"

I was starting to get heated up again too. Her constant motion of rubbing herself against me was creating friction on my cock, and it felt fucking amazing. Her fur was so soft. Mine wasn't nearly as soft as hers, but it still felt great. I gripped her tail harder than ever and yanked on it. Nina keened and arched into me, and I gave it another pull.

"Oh ffffffuck!" she exclaimed. "Yes!"

Her hand began moving even faster between her legs, and she was trembling harder than ever. Her scent was so strong that it invaded every inch of my brain, not allowing me to think of anything except the savage feline beauty pressed against me. I had to please her. I had to satisfy her. I pulled on her tail again, but this time I didn't let off. I pulled harder and harder, stroking her with my thumb the whole time. Nina sucked in a breath.

"Ohhh..." she moaned, tilting her head back and opening her mouth wide. "Ah, ah, AH, AHH, AHHHHHHH!"

Without warning, she brought her head in and bit my shoulder. Her razor sharp teeth broke my skin a little, not enough to hurt, just enough to make my brain go blank with overstimulation. Her hand was practically vibrating it was moving so fast in and out of her pussy, and her rubbing herself against me... it was too much. With a cry of my own, I let myself go and thrust against her soft belly fur. Once, twice, thrice, and that was all it took. My stomach tightened, and I came. Hot white cum erupted from my cock, soaking both of us and matting our fur to our stomachs. Pressed this close together, it didn't go much farther than our bellies, but damn was there a lot of it! I'd been asleep for twenty one days. Twenty one days without jacking off, and now I was emptying my three week load all over this beautiful feline creature. It seemed to last an eternity, but when it finally ended all the strength went out from my legs, and I fell to the floor, bringing Nina down with me.

We lay on the mat for god knows how long, embracing each other and catching our breath. Eventually, I recovered enough to look at my lovely partner and kiss her on the lips.

"That was amazing," I whispered to her. "Thank you."

To my surprise, or rather, not surprisingly at all, Nina frowned at me. Letting go of me, she sat up and looked down at the mess I'd made in her fur. Then she changed back. I wasn't too disappointed, since a naked human Nina was just as sexy as a naked felinthro Nina, but I did cock my head in confusion.

"What's wrong now?" I asked.

"We shouldn't have done that," she answered without looking at me, her voice shaking. "We... Michael, we should not have done that!"

"What's your problem?" I demanded sitting up. "You're the one who keeps starting all of this. You can't get mad at me for going along with it!"

Nina shook her head, a terrified look in her eyes. "I'm not mad at you, Michael. I'm just... we shouldn't have done that!"

Slowly, on legs that were still shaking from her orgasm, she stood up and retrieved her shiftsuit. She looked like she was contemplating putting it on for a few seconds, but then looked down at the mess on her stomach. Even with her fur gone, my cum was still smeared all over her skin, and she had quite a bit of her own juices running down her legs.

"Take a shower," she told me, looking guiltily at the floor. "Get yourself cleaned up, and then go to your dorm. We're done for the day."

I sighed and hung my head. "Yes, ma'am. Thank you, ma'am."

"I'll have clean clothes here waiting for you when you get out."

"Yes, ma'am."

I picked myself up and turned to head for the showers, shifting back to human as I went. Why had my life become so complicated? This wasn't what I'd wanted when I'd applied to join C.A.T. All I had wanted was to follow in my brother's footsteps and do some good in the world. Instead, I got caught up in some kind of affair with my teacher, who also happened to be the biggest fucking—

"Michael, wait."

I stopped with one hand on the locker room door, not sure what I should be feeling. Hopeful? Afraid? Hesitantly, I turned to see her standing at the door to the women's locker room.

"Yes?" I asked.

The look Nina Stukson gave me then was so cold it nearly froze my blood solid in my veins.

"Do not tell anyone about this, ever," she commanded.

Then, without another word, she went through the door and closed it behind her.